SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
40675 Encyclopedia Circle
Fremont, CA 94538

 Re: Socket Mobile, Inc.
 Registration Statement on Form S-3
 Filed August 22, 2025
 File No. 333-289788
Dear Lynn Zhao:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at
202-551-3334
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Erika Muhl
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 29, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Uwem Bassey

 Re: Socket Mobile, Inc.

 Registration Statement on Form S-3

 Filed August 22, 2025

 File No. 333-289788

 Acceleration Request

 	Requested Date: September 3, 2025

 	Requested Time:	4:30 PM Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Socket Mobile, Inc. (the " Company ") hereby requests that the above-referenced
Registration Statement on Form S-3 (File No. 333-289788) (the " Registration Statement " ) be declared
effective at the "Requested Date" and "Requested Time" set forth above or as soon thereafter as practicable, or
at such later time as the Company may request by telephone to the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission "). The Company hereby authorizes Erika Muhl of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, counsel for the Company, to make such request on the Company's behalf.

 The Company requests that
it be notified of the effectiveness of the Registration Statement by telephone to Erika Muhl of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, at (650) 849-3352.

 Please direct any questions
or comments regarding this acceleration request to Erika Muhl at (650) 849-3352 or via email at emuhl@wsgr.com.

 *****

 Sincerely,

 SOCKET MOBILE, INC.

 By: /s/ Lynn Zhao

 Lynn Zhao

 Vice President of Finance and Administration,
Chief Financial Officer (Principal Financial and Accounting Officer)

 Email: lynn@socketmobile.com

 cc:	Erika Muhl

 Wilson Sonsini Goodrich & Rosati, Professional
Corporation

CORRESP
1
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November 19, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: 	Marion Graham

 Re: Socket Mobile, Inc.

Registration Statement on Form S-3

Filed November 12, 2024

File No. 333-283136

Acceleration Request

	Requested Date:	November 21, 2024

	Requested Time:	4:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Socket Mobile, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement on Form S-3 (File No. 333-283136) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or
at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”). The Company hereby authorizes Erika Muhl of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that
it be notified of the effectiveness of the Registration Statement by telephone to Erika Muhl of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, at (650) 849-3352.

Please direct any questions
or comments regarding this acceleration request to Erika Muhl at (650) 849-3352 or via email at emulh@wsgr.com.

*****

Sincerely,

SOCKET MOBILE, INC.

By: /s/ Lynn Zhao

Lynn Zhao

Vice President of Finance and Administration,
Chief Financial Officer (Principal Financial and Accounting Officer)

Email: lynn@socketmobile.com

cc:	Erika Muhl

Wilson Sonsini Goodrich & Rosati, Professional
Corporation

November 14, 2024
Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
40675 Encyclopedia Cir.
Fremont, CA 94538
Re:Socket Mobile, Inc.
Registration Statement on Form S-3
Filed November 12, 2024
File No. 333-283136
Dear Lynn Zhao:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Erika Muhl, Esq.

United States securities and exchange commission logo
June 6, 2024
Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
40675 Encyclopedia Cir.
Fremont, California 94538
Re:Socket Mobile, Inc.
Schedule TO-I filed on May 28, 2024
File No. 005-50241
Dear Lynn Zhao:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed on May 28, 2024
Conditions of the Offer, page 19
1.Refer to the first condition in this section and the term “threatened.” A tender offer may be
conditioned on a variety of events and circumstances provided that they are not within the
direct or indirect control of the offeror. The conditions also must be drafted with sufficient
specificity to allow for objective verification that the conditions have been satisfied. Refer
to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations (March 17, 2023). Please revise so that the condition is objectively
determinable.
2.You have included a condition that will be triggered by "any general suspension of trading
in, or limitation on prices for, our securities on any national securities exchange or in an
over the-counter market in the United States." Please revise to explain what would be
considered a limitation on prices for securities on any national securities exchange or in
the over-the-counter market in the United States.

 FirstName LastNameLynn Zhao
 Comapany NameSocket Mobile, Inc.
 June 6, 2024 Page 2
 FirstName LastName
Lynn Zhao
Socket Mobile, Inc.
June 6, 2024
Page 2
3.We note that the fourth sub-bullet refers broadly to "any extraordinary or material adverse
change in U.S. financial markets generally." The broad wording of this offer condition
gives rise to illusory offer concerns under Section 14(e) of the Exchange Act and
Regulation 14E thereunder. Please revise to narrow or qualify this condition, or advise.
4.Refer to the following disclosure in the last paragraph of this section: "The conditions to
this Offer are for our benefit. We may assert them in our discretion before the expiration
date regardless of the circumstances giving rise to them."  Offer conditions must be
objective and outside the control of the offeror in order to avoid illusory offer concerns
under Regulation 14E. Please revise this disclosure to remove the implication that the
conditions may be triggered at your election.
General terms of new options, page 21
5.Refer to the first full paragraph on page 22 and the statement there that your "statements
in this Offer to Exchange concerning the 2004 Plan and the new options are merely
summaries and do not purport to be complete." While a summary is necessarily a
condensed version of disclosure that appears elsewhere, it should describe the material
terms of the 2004 Plan and the new options. Please modify to avoid characterizing the
disclosure here as incomplete.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-551-
3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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June 14, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: 	Marion Graham

 Re: Socket Mobile, Inc.

Registration Statement on Form S-3

Filed June 6, 2023

File No. 333-272454

Acceleration Request

	Requested Date:	June 20, 2023

	Requested Time:	4:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Socket Mobile, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement on Form S-3 (File No. 333-272454) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or
at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”). The Company hereby authorizes Erika Muhl of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that
it be notified of the effectiveness of the Registration Statement by telephone to Erika Muhl of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, at (650) 493-9300.

Please direct any questions
or comments regarding this acceleration request to Erika Muhl at (650) 493-9300 or  via email at emuhl@wsgr.com.

*****

Sincerely,

SOCKET MOBILE, INC.

By: /s/ Lynn Zhao

Lynn Zhao

Vice President of Finance and Administration,
Chief Financial Officer (Principal Financial and Accounting Officer)

email: lynn@socketmobile.com

cc:	Erika Muhl

Wilson Sonsini Goodrich & Rosati, Professional
Corporation

United States securities and exchange commission logo
June 13, 2023
Kevin Mills
Chief Executive Officer
Socket Mobile, Inc.
40675 Encyclopedia Cir.
Fremont, CA 94538
Re:Socket Mobile, Inc.
Registration Statement on Form S-3
Filed June 6, 2023
File No. 333-272454
Dear Kevin Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham, Staff Attorney, at (202) 551-6521 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
April 16, 2021
Kevin Mills
Chief Executive Officer
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560
Re:Socket Mobile, Inc.
Registration Statement on Form S-3
Filed April 12, 2021
File No. 333-255186
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Herbert P. Fockler

CORRESP
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April
15, 2021

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3720

Attention:
	Matthew Derby

 Re: Socket
                                            Mobile, Inc.

Registration
Statement on Form S-3

Filed
April 12, 2021

File
No. 333-255186

Acceleration
Request

	Requested
Date:	April 19, 2021

	Requested
Time:	4:00 PM Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Socket Mobile, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-3 (File No. 333-255186) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable,
or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”). The Company hereby authorizes Herbert P. Fockler of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The
Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Herbert P. Fockler of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, at (650) 714-8504.

Please
direct any questions or comments regarding this acceleration request to Herbert P. Fockler at (650) 714-8504.

*****

Sincerely,

SOCKET
MOBILE, INC.

By:
/s/ Lynn Zhao

Lynn
Zhao

Vice
President of Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)

cc:	Herbert
P. Fockler, Esq.

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

United States securities and exchange commission logo
March 16, 2021
Kevin Mills
Chief Executive Officer
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560
Re:Socket Mobile, Inc.
Registration Statement on Form S-3
Filed March 8, 2021
File No. 333-253981
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Herbert P. Fockler

United States securities and exchange commission logo
November 12, 2020
Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560
Re:Socket Mobile, Inc.
Registration Statement on Form S-3
Filed November 5, 2020
File No. 333-249873
Dear Ms. Zhao:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Herbert P. Fockler

CORRESP
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September
5, 2017

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3720

Attention:
	Mitchell Austin

 Re: Socket
                                         Mobile, Inc.

Registration
Statement on Form S-3

Filed
August 18, 2017

File
No. 333-220042

Acceleration
Request

	Requested
Date:	September 7, 2017

	Requested
Time:	4:00 PM Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Socket Mobile, Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-3 (File No. 333-220042) (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set
forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”). The
Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for
the Company, to make such request on the Company’s behalf.

The
Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Andrew D. Hoffman of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, at (650) 849-3240.

Please
direct any questions or comments regarding this acceleration request to Andrew D. Hoffman at (650) 849-3240.

*****

U.S.
Securities and Exchange Commission

September 5, 2017

Page 2

Sincerely,

SOCKET
MOBILE, INC.

By:
/s/ David W. Dunlap

David
W. Dunlap

Vice
President of Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)

cc:	Herbert
P. Fockler, Esq.

Andrew
D. Hoffman, Esq.

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

Mail Stop 4561

August 28, 2017

David W. Dunlap
Chief Financial Officer
Socket Mobile, Inc.
39700 Eureka Drive
Newark, CA 94560

Re: Socket Mobile, Inc.
  Registration Statement on Form S-3
Filed  August 18, 2017
  File No.  333-220042

Dear Mr. Dunlap :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or a bsence of action by the staff.

Please  contact Mitchell Austin, Staff Attorney,  at (202) 551 -3574 or me at
(202)  551-3453  with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Herbert P. Fockler, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation

CORRESP
1
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  Socket Mobile, Inc.

  39700 Eureka Drive

  Newark, CA 94560

January
  11, 2011

United States Securities and Exchange Commission

  Division of Corporate Finance

  100 F. Street, N.E.

  Washington, D.C. 20549

    Attn:
     Mark
      P. Shuman, Esq.

     Evan
      S. Jacobson, Esq.

     Re: Socket
      Mobile, Inc.

     Acceleration
      Request of Registration Statement on Form S-3

     File No.
      333-171267

   Ladies
  and Gentlemen:

      Pursuant
  to Rule 461 under the Securities Act of 1933, as amended, Socket Mobile, Inc.,
  (the "Company"), hereby requests acceleration of the effective
  date of its Registration Statement on Form S-3 (File No. 333-171267), so that
  it may be declared effective at 5:00 p.m. Eastern Time on January 12, 2011 or
  as soon thereafter as is practicable.

The Company acknowledges that: (i) should the Commission or the staff, acting
  pursuant to delegated authority, declare the Registration Statement effective,
  it does not foreclose the Commission from taking any action with respect to
  the filing; (ii) the action of the Commission or the staff acting pursuant to
  delegated authority, in declaring the filing effective, does not relieve the
  Company from its full responsibility for the adequacy and accuracy of the disclosure
  in the Registration Statement; and (iii) the Company may not assert staff comments
  and the declaration of effectiveness as a defense in any proceeding initiated
  by the Commission or any person under the federal securities laws of the United
  States.

We also request that a written order verifying the effective date be sent to
  our attorneys, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo
  Alto, California, 94304, Attention: Herbert P. Fockler (facsimile: 650-493-6811).

      Sincerely,

         Socket Mobile,
          Inc.

    /s/ David W. Dunlap

    David W. Dunlap

    Chief Financial Officer

    cc: Herbert
      P. Fockler, Esq.

         Wilson
      Sonsini Goodrich & Rosati

CORRESP
1
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    WILSON
      SONSINI GOODRICH & ROSATI

      Professional Corporation

      650
        Page Mill Road

        Palo Alto, CA 94304-1050

        Phone (650) 493-9300

        Fax (650) 493-6811

        www.wsgr.com

January
  7, 2011

VIA EDGAR

United States Securities and Exchange Commission

  Division of Corporate Finance

  100 F. Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

Attn: Mark P. Shuman, Esq.

          Evan
  S. Jacobson, Esq.

  Re: Socket Mobile,
    Inc.

           Registration Statement on
    Form S-3

           Filed December 17,
    2010

           File No. 333-171267

Ladies and Gentlemen:

      On
  behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of January 3, 2011, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on December
  17, 2010 with the file number set forth above (the "Registration
  Statement"). This letter sets forth the Company's responses to the
  Staff's comments.

The Company is concurrently
  filing via EDGAR Amendment No. 1 (the "Amendment") to the Registration
  Statement, which effects certain modifications to the Registration Statement
  in response to the Staff's comments, as indicated below.

For your convenience, we
  have numbered and restated in italics each comment to correspond to the numbering
  in the Staff's comment letter. In addition, we are providing via express delivery
  the following materials: (i) a copy of the Amendment, (ii) a copy of the Amendment
  marked to show changes from the Registration Statement, and (iii) a copy of
  this letter.

U.S. Securities and Exchange Commission

  January 7, 2011

  Page 2

Form S-3 filed December 17, 2010

General

1. You held your annual meeting on April 29, 2010, but did not file a Form
  8-K reporting the results until May 5, 2010. Instruction 1 to Item 5.07 of Form
  8-K provides that the four business day period for reporting the event under
  Item 5.07 shall begin to run on the day on which the meeting ended. In your
  response letter, please provide us with a detailed analysis supporting your
  belief that the Form 8-K was timely filed and addressing your eligibility to
  use Form S-3. Refer to General Instruction I.A.3(b) of Form S-3.

  Response: The Company believes that the Form 8-K reporting the results
    of the annual meeting held on April 29, 2010 was timely filed. We refer to
    Question 121A.01 of the Staff's Compliance and Disclosure Interpretations
    relating to Form 8-K, which indicates that day one of the four-business day
    filing period required by Instruction 1 to Item 5.07 of Form 8-K is "the
    day after the date on which the shareholder meeting ends." In this case,
    the Company's annual meeting ended on Thursday, April 29, 2010, which indicates
    that Friday, April 30, 2010 is day one of the filing period and Wednesday,
    May 5, 2010 is day four of the filing period. Therefore, we believe the Company's
    filing of the Form 8-K reporting the results of the annual meeting on May
    5, 2010 should be considered timely, and in compliance with the requirements
    under paragraph 3(b) of General Instruction I.A.3 of Form S-3 in order for
    the Company to maintain its eligibility to use Form S-3.

Front Cover Page of Registration Statement

2. We note your reference to Securities Act Rule 416 in section (c) of footnote
  1 to the fee table. Please note you may not rely on Rule 416 to register for
  resale an indeterminate number of shares of common stock that you may issue
  under a conversion formula based on fluctuating market prices; you must register
  for resale the maximum number of shares that you think you may issue on conversion,
  based on a good-faith estimate and, if the estimate turns out to be insufficient,
  you must file a new registration statement to register the additional shares
  for resale. For guidance, refer to Question 213.02 of the Division of Corporation
  Finance's Compliance and Disclosure Interpretations of Securities Act Rules.
  Please confirm your understanding in your response letter.

U.S. Securities and Exchange Commission

  January 7, 2011

  Page 3

  Response: The Company confirms its understanding that it may not rely
    on Rule 416 to register for resale an indeterminate number of shares of common
    stock that may be issued under a conversion formula based on fluctuating market
    prices. The Company also confirms that it is registering for resale the maximum
    number of shares that it may issue on conversion, based on a good faith estimate
    and, in the event such conversion formula requires the Company to issue shares
    in excess of those registered, that it will file a new registration statement
    to register such additional shares for resale.

Information Incorporated by Reference, page 28

3. You have not incorporated by reference your quarterly reports on Form
  10-Q for the quarters ended June 30, 2010 and March 31, 2010. See Item 12(a)(2)
  of Form S-3. Please revise.

  Response: The Company has revised the Registration Statement to incorporate
    by reference its quarterly reports on Form 10-Q for the quarters ended June
    30, 2010 and March 31, 2010.

4. Please consider revising this section to add language stating that all
  filings made by you pursuant to the Exchange Act after the date of the initial
  registration statement and prior to effectiveness of the registration statement
  shall be deemed to be incorporated by reference into the prospectus. For guidance,
  refer to Question 123.05 of the Division of Corporation Finance's Compliance
  and Disclosure Interpretations of Securities Act Forms.

  Response: The Company has revised this section in response to the
    Staff's comment.Please direct any questions or comments regarding this filing
    to the undersigned via facsimile at (650) 493-6811 or by telephone at (650)
    320-4601.

Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

      Sincerely,

          WILSON SONSINI GOODRICH & ROSATI

          Professional Corporation

    /s/ Herbert P. Fockler

    Herbert
      P. Fockler

    cc:
      Socket Mobile, Inc.

          David
      W. Dunlap, Chief Financial Officer

January 3, 2011
 David W. Dunlap Chief Financial Officer Socket Mobile, Inc. 39700 Eureka Drive Newark, CA 94560
Re: Socket Mobile, Inc.
  Registration Statement on Form S-3
Filed December 17, 2010
  File No. 333-171267

Dear Mr. Dunlap:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. You held your annual meeting on April 29, 201 0, but did not file a Form 8-K reporting
the results until May 5, 2010.  Instruction 1 to Item 5.07 of Form 8-K provides that the
four business day period for reporting the ev ent under Item 5.07 shall begin to run on the
day on which the meeting ended.  In your res ponse letter, please provide us with a
detailed analysis supporting your belief th at the Form 8-K was timely filed and
addressing your eligibility to use Form S-3.  Refer to General Instruction I.A.3(b) of
Form S-3.
 Front Cover Page of Registration Statement

 2. We note your reference to Securities Act Rule 416 in section (c) of footnote 1 to the fee
table.  Please note that you may not rely  on Rule 416 to register for resale an
indeterminate number of shar es of common stock that you may issue under a conversion
formula based on fluctuating market prices; you must register for resale the maximum

David W. Dunlap
Socket Mobile, Inc. January 3, 2011 Page 2

number of shares that you think you ma y issue on conversion, based on a good-faith
estimate and, if the estimate turns out to be insufficient, you must file a new registration
statement to register the additional shares for resale.  For guidance, refer to Question
213.02 of the Division of Corporation Fi nance’s Compliance and Disclosure
Interpretations of Securities Act Rules.  Please confirm your understanding in your
response letter.
 Information Incorporated by Reference, page 28

 3. You have not incorporated by reference your  quarterly reports on Form 10-Q for the
quarters ended June 30, 2010 and March 31, 201 0.  See Item 12(a)(2) of Form S-3.
Please revise.
 4. Please consider revising this section to add language stating that al l filings made by you
pursuant to the Exchange Act after the date of  the initial registration statement and prior
to effectiveness of the registration statemen t shall be deemed to be incorporated by
reference into the prospectus.  For guidan ce, refer to Question 123.05 of the Division of
Corporation Finance’s Compliance and Disclo sure Interpretations of Securities Act
Forms.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under

David W. Dunlap
Socket Mobile, Inc. January 3, 2011 Page 3

the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Evan S. Jacobson at (202) 551-3428 or me at (202) 551-3462 with any
other questions.
Sincerely,

Mark P. Shuman Branch Chief – Legal
 cc: Via Facsimile (650) 493-6811

Herbert P. Fockler, Esq. Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

    Wilson
      Sonsini Goodrich & Rosati

    650 Page
      Mill Road

    Professional
      Corporation

    Palo Alto,
      CA 94304-1050

    Phone: 650.493.9300

    Fax: 650.493.6811

    www.wsgr.com

July 30,
  2009

VIA EDGAR

United States Securities
  and Exchange Commission

  Division of Corporate Finance

  100 F Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

  Attn: Mark P. Shuman, Esq.

  Barbara C. Jacobs, Esq.

  Kevin Dougherty, Esq.

            Re:
     Socket Mobile, Inc.

      Registration Statement on Form S-3

      Filed June 12, 2009

      File No. 333-159923

  Ladies and Gentlemen:

  On behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of July 9, 2009, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on June 12,
  2009 with the file number set forth above (the "Registration Statement").
  This letter sets forth the Company's responses to the Staff's comments.

 The Company is concurrently
  filing via EDGAR Amendment No. 1 (the "Amendment") to the Registration
  Statement, which effects certain modifications to the Registration Statement
  in response to the Staff's comments, as indicated below.

 For your convenience,
  we have numbered and restated in italics each comment to correspond to the numbering
  in the Staff's comment letter. In addition, we are providing via express delivery
  the following materials: (i) a copy of the Amendment, (ii) a copy of the Amendment
  marked to show changes from the Registration Statement, and (iii) a copy of
  this letter.

    U.S.
      Securities and Exchange Commission

    July
      30, 2009

    Page
      2

  Form S-3 filed June 12, 2009

  Risk Factors

  'The global economic financial crisis may continue to have an impact..."
  page 3

   1. The paragraph
    under this heading states in general terms that you may have difficulty maintaining
    compliance with your existing bank covenants in order to retain your line
    of credit. It appears that the recent covenant defaults and the potential
    risks to investors associated with non-compliance should be presented in a
    prominently placed, separately captioned risk factor. Such a separately captioned
    risk factor should alert stockholders to your recent failures to maintain
    the minimum liquidity based upon the "adjusted quick ratio" covenant
    for the months of April and May. Your risk factors should provide specific,
    quantitative information that relates to the uncertainties and conditions
    that present the risks to investors that you identify. To the extent that
    a materially complete discussion of recent covenant defaults and related matters
    would require text that is too extensive for the risk factors section, you
    should provide the detailed information in the body of the prospectus in a
    section that is cross-referenced in the separately caption risk factor.

    Response: In
      response to the Staff's comment, the Company will include the new risk factor
      below in the Amendment as the second risk factor in the Registration Statement.

    If we do not maintain compliance with the financial covenants in our
      bank line, which we are dependent upon as a source of cash for our operations,
      we may lose our ability to draw upon it and the bank may accelerate our
      obligation to repay the amounts due.

    We are dependent upon our bank line under loan agreements with Silicon
      Valley Bank as a source of cash to fund our operations. The availability
      of the bank line is conditioned upon our complying with the terms of the
      bank line agreements, including meeting certain financial covenants. We
      failed to meet our financial covenants at the end of April, May and June
      2009. In each case, we obtained a waiver from the bank of the covenant default.
      Nonetheless, should we fail to comply with any bank line covenant in the
      future, the bank may choose not to grant a further waiver nor to continue
      to make available the bank line. Should the bank line become unavailable,
      we may not be able to find alternative sources of financing, and we may
      not be able to pay our liabilities and expenses when due, which could result
      in the suspension of some or all of our current operations. It could also
      adversely affect the willingness of our vendors and employees to continue
      to work with us.

    US
      Securities and Exchange Commission

    July
      30, 2009

    Page
      3

    On July 7, 2009, we amended our loan agreements with Silicon Valley Bank
      in order to avoid defaults under the terms of these agreements due to our
      non-compliance with a covenant to maintain minimum liquidity based on an
      "adjusted quick ratio." The amendments provide for the waiver
      of our non-compliance with the adjusted quick ratio covenant for the months
      of April, May and June 2009, and replace this covenant with new covenants
      that require us, commencing June 1, 2009: (i) to maintain at all times unrestricted
      cash and cash equivalents at the bank of not less than $1,000,000; and (ii)
      achieve minimum revenue of (a) $4,068,000 for the quarter ended June 30,
      2009, (b) $4,500,000 for the quarter ending September 30, 2009, and (c)
      $5,355,000 for the quarter ending December 31, 2009 and each quarter thereafter.
      Our failure to meet any of these financial covenants under the loan agreements
      would constitute an event of default, and upon any such event of default,
      the bank may, among its remedies, declare all obligations under the loan
      agreements immediately due and payable. As of June 30, 2009, we had $1,201,345
      outstanding under the loan agreements, and were in compliance with the minimum
      revenue covenant for the quarter ended June 30, 2009.

    As of June 30, 2009, we had $1,683,841 of unrestricted cash and cash equivalents
      at the bank. Our ability to maintain a cash balance at the required minimum
      level for compliance with the financial covenant is dependent on a number
      of factors, including our ability to (i) manage payment terms with our customers
      and suppliers, (ii) manage our inventory levels, (iii) achieve sufficient
      revenues, and (iv) manage our expenses. We can provide no assurance that
      we will be able to continue to meet the requirements under any of the financial
      covenants under the loan agreements.

  Part II. Information Not Required in Prospectus

 Item 17, Undertakings,
  page II-2

  2. Please explain
    to us why you have included the undertaking provided by Item 512(i) of Regulation
    S-K.

    Response: The
      undertaking provided by Item 512(i) of Regulation S-K will be deleted from
      the Registration Statement.

    US
      Securities and Exchange Commission

    July
      30, 2009

    Page
      4

____________________________________________________________________________________________________________________________________________________________________

  Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

    Sincerely,

    WILSON
      SONSINI GOODRICH & ROSATI,

    Professional
      Corporation

    /s/ Herbert
      P. Fockler

    Herbert
      P. Fockler

cc: Socket Mobile, Inc.

  David W. Dunlap, Chief Financial Officer

CORRESP
1
filename1.htm

Socket Mobile, Inc.

  39700 Eureka Drive

  Newark, CA 94560

July 30,
  2009

  United States Securities and Exchange Commission

  Division of Corporate Finance

  100 F. Street, N.E.

  Mail Stop 4561

  Washington, D.C. 20549

  Attn:   Mark P. Shuman, Esq.

            Barbara C. Jacobs,
  Esq.

            Kevin Dougherty,
  Esq.

            Re:
     Socket Mobile, Inc.

      Acceleration Request of Registration Statement on Form
  S-3

      File No. 333-159923

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Socket Mobile,
  Inc., (the "Company"), hereby requests acceleration of the
  effective date of its Registration Statement on Form S-3 (File No. 333-159923),
  so that it may be declared effective at 5:00 p.m. Eastern Time on August 4,
  2009 or as soon thereafter as is practicable.

 The Company acknowledges
  that: (i) should the Commission or the staff, acting pursuant to delegated authority,
  declare the Registration Statement effective, it does not foreclose the Commission
  from taking any action with respect to the filing; (ii) the action of the Commission
  or the staff acting pursuant to delegated authority, in declaring the filing
  effective, does not relieve the Company from its full responsibility for the
  adequacy and accuracy of the disclosure in the Registration Statement; and (iii)
  the Company may not assert staff comments and the declaration of effectiveness
  as a defense in any proceeding initiated by the Commission or any person under
  the federal securities laws of the United States.

We also request that a written order verifying the effective date be sent to
  our attorneys, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo
  Alto, California, Attention: Herbert P. Fockler (facsimile: 650-493-6811).

    Sincerely,

    Socket Mobile, Inc.

    /s/ David W. Dunlap

    David W. Dunlap

    Chief Financial Officer

cc: Herbert P. Fockler,
  Esq.

  Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

    Wilson
      Sonsini Goodrich & Rosati

    650 Page
      Mill Road

    Professional
      Corporation

    Palo Alto,
      CA 94304-1050

    Phone: 650.493.9300

    Fax: 650-493.6811

    www.wsgr.com

July 14,
  2009

VIA EDGAR

United States Securities
  and Exchange Commission

  Division of Corporate Finance

  Washington, D.C. 20549

  Attn:    Mark P. Shuman, Esq.

              Kevin
  Dougherty, Esq.

              Barbara
  C. Jacobs, Esq.

            Re:
     Socket Mobile, Inc.

      Registration Statement on Form S-3

      Filed June 12, 2009

      File No. 333-159923

  Ladies and Gentlemen:

  On behalf of Socket Mobile, Inc. (the "Company"), we are submitting
  this letter to you in response to your letter of July 9, 2009, which letter
  set forth comments of the Staff of the Securities and Exchange Commission (the
  "Staff" of the "Commission") regarding the
  registration statement filed by the Company with the Commission on June 12,
  2009 with the file number set forth above (the "Registration Statement").
  This letter sets forth the Company's responses to the Staff's comments.

 Upon your satisfaction
  with the Company's responses to the Staff's comments, the Company will file
  an amendment to the Registration Statement (the "Amendment")
  which will reflect the modifications to the Registration Statement in response
  to the Staff's comments, as indicated below.

  For your convenience, we have numbered and restated in italics each comment
  to correspond to the numbering in the Staff's comment letter.

    U.S.
      Securities and Exchange Commission

    July
      14, 2009

    Page
      2

  Form S-3 filed June 12, 2009

  Risk Factors

  "The global economic financial crisis may continue to have an impact..."
  page 3

  1. The paragraph
    under this heading states in general terms that you may have difficulty maintaining
    compliance with your existing bank covenants in order to retain your line
    of credit. It appears that the recent covenant defaults and the potential
    risks to investors associated with non-compliance should be presented in a
    prominently placed, separately captioned risk factor. Such a separately captioned
    risk factor should alert stockholders to your recent failures to maintain
    the minimum liquidity based upon the "adjusted quick ratio" covenant
    for the months of April and May. Your risk factors should provide specific,
    quantitative information that relates to the uncertainties and conditions
    that present the risks to investors that you identify. To the extent that
    a materially complete discussion of recent covenant defaults and related matters
    would require text that is too extensive for the risk factors section, you
    should provide the detailed information in the body of the prospectus in a
    section that is cross-referenced in the separately caption risk factor.

    Response: In
      response to the Staff's comment, the Company will include the new risk factor
      below in the Amendment as the second risk factor in the Registration Statement.

    If we do not maintain
      compliance with the financial covenants in our bank line, which we are dependent
      upon as a source of cash for our operations, we may lose our ability to
      draw upon it and the bank may accelerate our obligation to repay the amounts
      due.

    We are dependent upon
      our bank line under loan agreements with Silicon Valley Bank as a source
      of cash to fund our operations. The availability of the bank line is conditioned
      upon our complying with the terms of the bank line agreements, including
      meeting certain financial covenants. We failed to meet our financial covenants
      in April and May 2009. In each case, we obtained a waiver from the bank
      of the covenant default. Nonetheless, should we fail to comply with any
      bank line covenant in the future, the bank may choose not to grant a further
      waiver nor to continue to make available the bank line. Should the bank
      line become unavailable, we may not be able to find alternative sources
      of financing, and we may not be able to pay our liabilities and expenses
      when due, which could result in the suspension of some or all of our current
      operations. It could also adversely affect the willingness of our vendors
      and employees to continue to work with us.

    US
      Securities and Exchange Commission

    July
      14, 2009

    Page
      3

    On July 7, 2009, we
      amended our loan agreements with Silicon Valley Bank in order to avoid defaults
      under the terms of these agreements due to our noncompliance with a covenant
      to maintain minimum liquidity based on an "adjusted quick ratio."
      The amendments provide for the waiver of our noncompliance with the adjusted
      quick ratio covenant for the months of April, May and June 2009, and replace
      this covenant with new covenants that require us, commencing June 1, 2009:
      (i) to maintain at all times unrestricted cash and cash equivalents at the
      bank of not less than $1,000,000; and (ii) achieve minimum revenue of (a)
      $4,068,000 for the quarter ended June 30, 2009, (b) $4,500,000 for the quarter
      ending September 30, 2009, and (c) $5,355,000 for the quarter ending December
      31, 2009 and each quarter thereafter. Our failure to meet any of these financial
      covenants under the loan agreements would constitute an event of default,
      and upon any such event of default, the bank may, among its remedies, declare
      all obligations under the loan agreements immediately due and payable. As
      of _____________, 2009, we had $__________ outstanding under the loan agreements.

    As of _______________,
      2009, we had $___________ of unrestricted cash and cash equivalents at the
      bank. Our ability to maintain a cash balance at the required minimum level
      for compliance with the financial covenant is dependent on a number of factors,
      including our ability to (i) manage payment terms with our customers and
      suppliers, (ii) manage our inventory levels, (iii) achieve sufficient revenues,
      and (iv) manage our expenses. We can provide no assurance that we will be
      able to continue to meet the requirements under any of the financial covenants
      under the loan agreements.

  Part II. Information Not Required in Prospectus

 Item 17, Undertakings,
  page II-2

  2. Please explain
    to us why you have included the undertaking provided by Item 512(i) of Regulation
    S-K.

    Response: The
      undertaking provided by Item 512(i) of Regulation SK will be deleted from
      the Registration Statement.

    US
      Securities and Exchange Commission

    July
      14, 2009

    Page
      4

____________________________________________________________________________________________________________________________________________________________________

  Please direct any questions or comments regarding this filing to the undersigned
  via facsimile at (650) 493-6811 or by telephone at (650) 320-4601.

    Sincerely,

    WILSON SONSINI
      GOODRICH & ROSATI,

    Professional Corporation

    /s/ Herbert P.
      Fockler

    Herbert P. Fockler

cc: Socket Mobile, Inc.

  David W. Dunlap, Chief Financial Officer

Mail Stop 4561
July 9, 2009
 David W. Dunlap, Chief Financial Officer Socket Mobile, Inc. 39700 Eureka Drive Newark, CA 94560
 Re: Socket Mobile, Inc.
  Registration Statement on Form S-3   Filed June 12, 2009
Dear Mr. Dunlap:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter
 Risk Factors

 “The global economic financial crisis may con tinue to have an impact . . . ,” page 3

 1. The paragraph under this heading states  in general terms that you may have
difficulty maintaining compliance with your  existing bank covenants in order to
retain your line of credit.  It appears that the recent covenant defaults and the
potential risks to investor s associated with non-complia nce should be presented in
a prominently placed, separately captione d risk factor. Such a separately
captioned risk factor should alert stockholde rs to your recent failures to maintain
the minimum liquidity based upon the “adju sted quick ratio” covenant for the
months of April and May.  Y our risk factors should pr ovide specific, quantitative

David. W. Dunlap
Socket Mobile, Inc. July 9, 2009 Page 2
 information that relates to the uncertainties  and conditions that present the risks to
investors that you identify.  To the extent that a materially complete discussion of
recent covenant defaults and related ma tters would require text that is too
extensive for the risk factors section, you should provide the detailed information
in the body of the prospectus in  a section that is cross-re ferenced in the separately
captioned risk factor.
 Part II. Information Not Required in Prospectus

 Item 17. Undertakings, page II-2

2. Please explain to us why you have incl uded the undertaking provided by Item
512(i) of Regulation S-K.

****

As appropriate, please amend your filing in response to these comments.  Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T.  Marked copies such as
those in HTML format that show changes w ithin paragraphs help us to expedite our
review.  Please furnish a cover letter with  each amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comment, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

David. W. Dunlap
Socket Mobile, Inc. July 9, 2009 Page 3
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Kevin Dougherty at (202)  551-3271 with any questions.  If you
require further assistance you may contact me at (202) 551-3462.  In addition, you may
contact the Assistant Director , Barbara C. Jacobs, at (202 ) 551- 3735 if your thereafter
have any other questions.

     S i n c e r e l y ,

     Mark P. Shuman      B r a n c h  C h i e f - L e g a l
cc: Via Facsimile (650) 493-6811

 Herbert P. Fockler, Esq.  Wilson Sonsini Goodrich & Rosati  Professional Corporation